UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AMENDMENT NO. 2
UNIVERSAL HOSPITAL SERVICES, INC.
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(Name of Issuer)
Common Stock, $0.01 Par Value
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(Title of Class of Securities)
91359L109
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(CUSIP Number)
Peter H. Kamin
Peak Investment Limited Partnership
One Financial Center, Suite 1600
Boston, MA 02111
(617) 526-8979
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 24, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement. (A fee is not
required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13-d(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP No. 91359L109 Page 2 of 11 Pages
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Peak Investment Limited Partnership
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2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds* WC
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5 Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items
2(d) or 2(e)
[ ]
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6 Citizenship or Place of Organization United States
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Number of 7 Sole Voting Power 147,100
Shares
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Beneficially 8 Shared Voting Power -0-
Owned by
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Each 9 Sole Dispositive Power 147,100
Reporting
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Person With 10 Shared Dispositive Power -0-
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 147,100
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
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13 Percent of Class Represented by Amount in Row (11) 2.75%
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14 Type of Reporting Person* PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. 91359L109 Page 3 of 11 Pages
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person Peak Management, Inc.
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2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds* None
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5 Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items
2(d) or 2(e)
[ ]
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6 Citizenship or Place of Organization United States
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Number of 7 Sole Voting Power -0-
Shares
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Beneficially 8 Shared Voting Power 147,100
Owned by
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Each 9 Sole Dispositive Power -0-
Reporting
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Person With 10 Shared Dispositive Power 147,100
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 147,100*
* As General Partner of Peak Investment Limited Partnership
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
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13 Percent of Class Represented by Amount in Row (11) 2.75%
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14 Type of Reporting Person* CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. 91359L109 Page 4 of 11 Pages
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person Peter H. Kamin
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2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Source of Funds* PF
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5 Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items
2(d) or 2(e)
[ ]
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6 Citizenship or Place of Organization United States
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Number of 7 Sole Voting Power 7,000
Shares
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Beneficially 8 Shared Voting Power 238,100
Owned by
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Each 9 Sole Dispositive Power 7,000
Reporting
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Person With 10 Shared Dispositive Power 238,100
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 245,100
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
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13 Percent of Class Represented by Amount in Row (11) 4.57%
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14 Type of Reporting Person* IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
CUSIP NO. 91359L109 Page 5 of 11 Pages
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THIS AMENDMENT NO. 2 RELATES TO THE SCHEDULE 13D ORIGINALLY FILED ON BEHALF OF
THE REPORTING PERSONS WITH THE COMMISSION ON OCTOBER 7, 1996 AND AMENDED BY
FILING DATED NOVEMBER 26, 1996. THE TEXT OF ITEMS 4 AND 5 OF SAID SCHEDULE 13D
IS AMENDED AS INDICATED HEREIN. ALL CAPITALIZED TERMS USED HEREIN WITHOUT
DEFINITION SHALL HAVE THE SAME MEANING AS SET FORTH IN SAID SCHEDULE 13D.
ITEM 4. PURPOSE OF THE TRANSACTION
On February 11, 1997, the Issuer announced that it had entered into a
merger agreement with MEDIQ Inc. In light of the pending merger, Peak L.P. has
determined not to take steps to replace the Issuer's Board of Directors at this
time. Peak L.P. intends to continue to review its investment in the Issuer after
the date hereof, and from time to time, in light of the Issuer's operations,
prospects, business development and competitive and strategic matters. After
such review, Peak L.P. and any of the Reporting Persons, may take other steps,
change their intentions as stated above, acquire additional securities of the
Issuer, or dispose of securities of the Issuer in the open market or pursuant to
private transactions.
In all other respects, the information set forth in Item 4 originally
filed on October 7, 1996 remains unchanged.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The beneficial ownership of each of the Reporting Persons of Common
Stock of the Issuer has decreased as of the date hereof so that the current
beneficial ownership of each such Reporting Persons is as follows:
(i) Peak L.P. is the beneficial owner of 147,100 shares of Common
Stock, all of which have been acquired directly in open
market transactions. The total number of shares of Common
Stock beneficially owned by Peak L.P. represents 2.75% of the
shares of Common Stock outstanding.
(ii) Peak Management, Inc. is the beneficial owner of shares of
Common Stock of the Issuer solely as General Partner of Peak
L.P.. Peak Management, Inc. has purchased no shares of Common
Stock of the Issuer solely for its own account. By reason of
its interest as General Partner of Peak L.P., Peak
Management, Inc. may be deemed to have shared voting and
dispositive power over the 147,100 shares (2.75%) of Common
Stock of the Issuer beneficially owned by such partnership.
(iii) Peter H. Kamin is the beneficial owner of 7,000 shares of
Common Stock, including 500 shares of Common Stock over which
Mr. Kamin exercises sole voting and dispositive power for the
benefit of his son. All of the 7,000 shares of Common Stock
beneficially owned by Mr. Kamin were acquired directly in
open market transactions. In addition, Mr. Kamin has voting
and/or dispositive power with respect to all shares of Common
Stock of the Issuer in the Managed Accounts pursuant to the
terms of certain investment advisory agreements between
himself and each of the Managed Accounts. Thus, by virtue of
his discretionary trading authority over assets held in the
Managed Accounts, Peter H. Kamin may be deemed the beneficial
owner of 91,000 shares of Common Stock of the Issuer held by
the Managed Accounts, all of which were acquired directly in
open market transactions.
In addition to the above, by reason of his position as the
sole director, officer and stockholder of Peak Management,
Inc., which is the sole General Partner of Peak Investments
Limited Partnership, Peter H. Kamin may be deemed to have
indirectly shared voting and dispositive
CUSIP NO. 91359L109 Page 6 of 11 Pages
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power over the 147,100 shares of Common Stock of the Issuer
beneficially owned by such partnership. Accordingly, Peter H.
Kamin may be deemed the beneficial owner of an aggregate
245,100 shares representing 4.5% of the Common Stock of the
Issuer outstanding.
The number of shares beneficially owned and the percentage of
outstanding shares represented thereby, for each of the Reporting Persons, have
been computed in accordance with Rule 13d-3 under the Securities Exchange Act of
1934, as amended. The percentages of ownership described above are based on the
5,357,218 outstanding shares of Common Stock of the Issuer reported in the
Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996.
(b) Peak L.P. has the sole power to vote or to dispose of or to direct
the voting or to direct the disposition of the Common Stock of the Issuer
beneficially owned by it. Such voting and dispositive power may be exercised on
behalf of Peak L.P. by its General Partner, Peak Management, Inc. Accordingly,
Peter H. Kamin may be deemed to have shared voting and dispositive power over
147,100 shares of the Common Stock of the Issuer beneficially owned by the
Partnership.
Peter H. Kamin has the sole power to vote or to dispose of the 7,000
shares of Common Stock beneficially owned by him. In addition, Peter H. Kamin
may be deemed to have voting and dispositive power over the 91,000 shares of the
Common Stock beneficially owned by the Managed Accounts. Pursuant to written
agreements governing the Managed Accounts, Mr. Kamin has sole voting and
dispositive power with respect to all of such shares.
(c) The following are all transactions in the class of Securities
reported on herein effected by any of the Reporting Persons in the past sixty
(60) days:
<TABLE>
<CAPTION>
TRANSACTION REPORTING NO. OF PRICE
DATE PERSON SHARES PER SHARE TOTAL
- ---- ------ ------ --------- -----
<S> <C> <C> <C> <C>
2/13/97 P. Kamin 6,000 $17.00 $102,000
2/13/97 P. Kamin (for son) 1,000 $17.00 $17,000
2/14/97 Peak 35,000 $17.00 $595,000
2/20/97 Peak 5,000 $17.00 $85,000
2/20/97 P. Kamin 3,000 $17.00 $51,000
2/20/97 P. Kamin (for son) 2,000 $17.00 $34,000
2/24/97 P. Kamin (for son) 2,000 $17.06 $34,120
2/24/97 P. Kamin 6,000 $17.06 $102,360
2/24/97 Peak 29,500 $17.06 $503,270
2/24/97 P. Kamin (for 20,000 $17.06 $341,200
Managed Account)
2/27/97 P. Kamin (for 5,500 $17.10 $94,050
Managed Account)
2/27/97 Peak 10,000 $17.10 $171,100
2/27/97 P. Kamin 5,000 $17.10 $85,500
CUSIP NO. 91359L109 Page 7 of 11 Pages
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2/27/97 P. Kamin (for son) 1,500 $17.10 $25,650
3/3/97 P. Kamin (for 9000 $17.13 154,170
Managed Account)
3/3/97 Peak 30,000 $17.13 $513,900
3/3/97 P. Kamin 8,500 $17.13 $145,605
3/3/97 P. Kamin (for son) 1,500 $17.13 25,695
TOTAL 180,500 $3,080,620
</TABLE>
All transactions reported above were open market sales of Common Stock.
CUSIP NO. 91359L109 Page 8 of 11 Pages
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct. This statement may be executed in any number of counterparts, each of
which shall be deemed an original and all of which shall constitute one (1)
instrument.
PEAK INVESTMENT LIMITED PARTNERSHIP
By: Peak Management, Inc.
Its Sole General Partner
By: /s/ Peter H. Kamin
-------------------------
Peter H. Kamin, President
Dated as of: March 11, 1997
CUSIP NO. 91359L109 Page 9 of 11 Pages
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After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
This statement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
PEAK MANAGEMENT, INC.
By: /s/ Peter H. Kamin
--------------------------
Peter H. Kamin, President
Dated as of: March 11, 1997
CUSIP NO. 91359L109 Page 10 of 11 Pages
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After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
This statement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall constitute one (1)
instrument.
By: /s/ Peter H. Kamin
----------------------------
Peter H. Kamin, Individually
Dated as of: March 11, 1997
CUSIP NO. 91359L109 Page 10 of 11 Pages
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EXHIBIT A
AGREEMENT OF JOINT FILING
UNIVERSAL HOSPITAL SERVICES, INC.
COMMON STOCK, PAR VALUE $0.01
In accordance with Rule 13D-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby confirm the agreement by and among them
to the joint filing on behalf of each of them of a Statement on Schedule 13D,
and any and all amendments thereto, with respect to the above referenced
securities and that this Agreement be included as an Exhibit to such filing.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original and all of which together shall be
deemed to constitute one and the same Agreement.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of
this 11th day of March, 1997.
PEAK INVESTMENT LIMITED PARTNERSHIP
By: Peak Management, Inc.
Its Sole General Partner
By: /s/ Peter H. Kamin
---------------------------
Peter H. Kamin, President
PEAK MANAGEMENT, INC.
By: /s/ Peter H. Kamin
---------------------------
Peter H. Kamin, President
/s/ Peter H. Kamin
-------------------------------
Peter H. Kamin, Individually
